Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ____)*
ALTEON
INC.
(Name
of
Issuer)
COMMON
STOCK
(Title
of
Class of Securities)
02144G107
(CUSIP
Number)
Noah
Berkowitz, M.D., Ph.D.
Alteon
Inc.
6
Campus
Drive
Parsippany,
N.J. 07054
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
21, 2006
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See § 240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 2 of 7 |
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noah
C. Berkowitz, M.D., Ph.D.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
8,931,700
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
0
|
|
EACH
REPORT REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
8,931,700
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PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
0
|
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11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,931,700
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
(See
Instructions)
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 3 of 7 |
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Noah
C. Berkowitz Family Trust
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) or 2(e)
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
6,337,800
|
|
EACH
REPORT REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
6,337,800
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,337,800
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
(See
Instructions)
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
|
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14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 4 of 7 |
Item
1. Security
and Issuer
The
title
and class of equity securities to which this Schedule 13D relates to is common
stock, par value $0.01 per share (the “Common Stock”), of Alteon Inc., a
Delaware corporation (the “Issuer” or the “Company”). The address of the
Issuer’s principal executive office is 6 Campus Drive, Parsippany, New Jersey
07054.
Item
2. Identity
and Background
Noah
C. Berkowitz, M.D., Ph.D.:
a.
This
Schedule 13D is filed on behalf of Noah C. Berkowitz, M.D., Ph.D.
b.
His
principal business address is Alteon Inc., 6 Campus Drive, Parsippany, New
Jersey 07054.
c.
Dr.
Berkowitz is President and Chief Executive Officer of Alteon Inc.
d.
During
the past five years, Dr. Berkowitz has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e.
During
the past five years, Dr. Berkowitz has not been a party to a civil proceeding
of
a judicial or administrative body of competent jurisdiction and as a result
of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of any violation with respect to such
laws.
f.
Dr.
Berkowitz is a citizen of the United States.
Noah
C. Berkowitz Family Trust:
a.
This
Schedule 13D is filed on behalf of Noah C. Berkowitz Family Trust.
b.
Its
principal business address is c/o Alteon Inc., 6 Campus Drive, Parsippany,
New
Jersey 07054.
c.
Diane
Berkowitz M.D. is the Trustee of the Noah C. Berkowitz Family
Trust.
d.
During
the past five years, the Noah C. Berkowitz Family Trust has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e.
During
the past five years, the Noah C. Berkowitz Family Trust has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws.
f.
Not
applicable.
Item
3. Source
and Amount of Funds or Other Consideration
The
information set forth in Item 4 is incorporated herein by reference.
Item
4. Purpose
of Transaction
On
April 19, 2006, the Company entered into a definitive Agreement and Plan of
Merger (the “Merger Agreement”) with Alteon Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (“Merger Sub”),
HaptoGuard, Inc., a Delaware corporation (“HaptoGuard”), and Genentech, Inc., a
Delaware corporation (“Genentech”). Under the terms of the Merger Agreement, the
Merger Sub merged with and into HaptoGuard, with HaptoGuard becoming the
surviving corporation and a wholly-owned subsidiary of the Company (the
“Merger”). The Merger was approved by the Board of Directors of the Company on
April 13, 2006, the Company’s stockholders on July 19, 2006 and HaptoGuard’s
stockholders on July 18, 2006. The
Company completed the Merger on July 21, 2006.
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 5 of 7 |
At
the
effective time of the Merger, (a) pursuant to the terms of Company’s
certificate of incorporation and the Merger Agreement, Genentech converted
a
portion of the Alteon Preferred Stock that it held into shares of Alteon Common
Stock, such that the number of such shares of Alteon Common Stock issued was,
when added to the shares of Alteon Common Stock already owned by Genentech,
equal 19.99% of the Company’s outstanding Common Stock as calculated after the
conversion of such Alteon Preferred Stock; (b) Genentech transferred to
HaptoGuard a portion of Alteon Preferred Stock held by it, in such an amount
that converted to a number of shares of Alteon Common Stock, in accordance
with
the terms of the Company’s certificate of incorporation and the terms of the
Merger Agreement equal in value to $3,500,000; (c) Genentech transferred to
the Company all of the remaining shares of Alteon Preferred Stock held by
Genentech which were not either converted or transferred, and such shares of
Alteon Preferred Stock ceased to be outstanding, canceled and retired without
payment of any consideration therefor other than pursuant to the terms of the
Merger Agreement and ceased to exist; (d) every share of HaptoGuard Common
Stock (the “Shares”) issued and outstanding immediately prior to the effective
time of the Merger (other than the dissenting shares) was converted into the
right to receive a number of shares of Alteon Common Stock equal to the quotient
of (i) the sum of (x) a number of shares of Alteon Common Stock issued by
Alteon to HaptoGuard stockholders at the effective time with a value of
$5.3 million, plus (y) the number of shares of Alteon Common Stock
issued pursuant to section (b) above at the effective time, the market
value of (x) and (y) equal to $8,800,000, divided by (ii) the sum
of (x) the number of outstanding Shares at the effective time, and
(y) the number of Share Equivalents (as defined below) (the “Exchange
Ratio”); and (e) each Share held in the treasury of HaptoGuard and each
Share owned by Alteon or by any direct or indirect wholly-owned subsidiary
of
HaptoGuard or Alteon immediately prior to the effective time, by virtue of
the
Merger and without any action on the part of the holder thereof, ceased to
be
outstanding, was canceled and retired without payment of any consideration
therefor other than pursuant to the terms of the Merger Agreement and ceased
to
exist.
The
Company assumed each outstanding vested or unvested option to purchase
HaptoGuard Common Stock, which was exercisable following the Merger for the
number of shares of HaptoGuard Common Stock that were purchasable under such
option immediately prior to the effective time of the Merger multiplied by
the
Exchange Ratio (rounded down to the nearest whole number of shares of Common
Stock) and the per share exercise price for the shares of HaptoGuard Common
Stock issuable upon exercise of such assumed option was equal to the quotient
determined by dividing the exercise price per share of HaptoGuard Common Stock
at which such option was exercisable immediately prior to the effective time
of
the Merger by the Exchange Ratio (and rounding the resulting exercise price
up
to the nearest whole cent). All outstanding warrants to purchase HaptoGuard
Common Stock were exchanged for the right to receive a number of shares of
Alteon Common Stock (“Share Equivalents”) at the effective time of the Merger
which had a market value equal to the difference between (i) the market
value of the product of the number of shares of HaptoGuard Common Stock that
were purchasable under such warrants immediately prior to the Effective Time
multiplied by the Exchange Ratio (rounded down to the nearest whole number
of
shares of Alteon Common Stock) and (ii) the total exercise price of such
warrant.
Prior
to
the merger, Dr. Noah Berkowitz, the Chief Executive Officer of HaptoGuard,
and the Noah Berkowitz Family Trust, together represented approximately 41%
of
outstanding HaptoGuard Common Stock. As a result of the Merger, Dr. Berkowitz
received approximately 9,506,700 shares of Alteon Common Stock and the Noah
C.
Berkowitz Family Trust received approximately 6,337,800 shares of Alteon Common
Stock.
Item
5. Interest in Securities of the Issuer
a. Dr.
Berkowitz beneficially owns an aggregate of 7% of the outstanding shares of
Common Stock.
b. Dr.
Berkowitz has the power to vote and dispose of all 8,931,700 shares of Common
Stock of the Issuer beneficially owned by him.
c. On
February 8, 2007, Dr. Berkowitz donated approximately 250,000 shares of Common
Stock of the Issuer to SAR Academy, Riverdale, New York, approximately 75,000
shares of Common Stock of the Issuer to PEF Israel Endowment Funds, New York,
New York and approximately 250,000 shares of Common Stock of the Issuer to
Young
Israel of New Rochelle, New Rochelle, New York.
d.
The
Noah C. Berkowitz Family Trust (the “Trust”) beneficially owns an aggregate of
5% of the outstanding shares of Common Stock of the Issuer. Diane Berkowitz
M.D. is the trustee of the Trust and has the power to vote and dispose of
all 6,337,800 shares of Common Stock held in the Trust. Dr. Noah Berkowitz
disclaims beneficial ownership of these shares.
e. Not
applicable.
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 6 of 7 |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The
information set forth in Item 5 is incorporated herein by reference.
Dr.
Berkowitz and the Trust are not a party to any other contract, arrangement,
understanding or relationship with any person with respect to any securities
of
the Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence
of
which would give another person voting or investment power over the Common
Stock.
Item
7. Material to be Filed as Exhibits
Agreement
and Plan of Merger by and among Alteon Inc., Alteon Merger Sub, Inc.,
HaptoGuard, Inc. and Genentech, Inc., dated as of April 19, 2006.
(Incorporated by reference to Annex A to Schedule 14A filed by the Company
with
the Commission on June 22, 2006 (File No. 001-16043)).
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SCHEDULE
13D
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| CUSIP NO.: 02144G107 |
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PAGE 7 of 7 |
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
February
14, 2007
(Date)
/s/
Noah Berkowitz, M.D., Ph.D.
By:
Noah
Berkowitz, M.D., Ph.D.
Title:
President and
Chief
Executive Officer
Noah
C.
Berkowitz Family Trust
/s/ Diane
Berkowitz, M.D
By: Diane
Berkowitz, M.D.
Title:
Trustee